Mary Boosalis
Hub GroupAbout Mary H. Boosalis
Independent director of Hub Group since May 2018; age 70. Former President and CEO of Premier Health (2017–2022), with prior roles including President of Premier Health and EVP/COO (2013–2017) and five years as President/CEO of Miami Valley Hospital. Education: B.S. Nursing, magna cum laude (California State University Fresno), and M.S. Health Services Administration, magna cum laude (Arizona State University). Currently chairs Hub Group’s Nominating & Governance Committee and serves on the Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier Health (largest health system in southwest Ohio) | President & CEO | 2017–2022 | Enterprise leadership; multi-hospital operations oversight |
| Premier Health | President; EVP & Chief Operating Officer | 2013–2017 | Operations leadership across system |
| Miami Valley Hospital | President & CEO | Five years (dates within Premier Health tenure) | Hospital-level P&L and care delivery leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| University of Dayton | Immediate past Chair, Board of Trustees | Past | Higher-ed governance leadership |
| Ohio Hospital Association | Board member | Past | Industry advocacy and policy |
| Greater Dayton Area Hospital Association | Board member | Past | Regional healthcare collaboration |
| Dayton Chamber of Commerce; Dayton Business Committee; Dayton Development Committee; Dayton Minority Inclusion Committee; Learn to Earn | Board/member | Past | Civic and economic development engagement |
| Johns Hopkins University, Dept. of Dermatology | Advisory board member | Current | Academic advisory role |
| McKinsey & Company | Senior consultant | Current | Strategy consulting (national) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Governance Committee Chair.
- Independence: Board determined she is independent under Nasdaq listing standards.
- Board/committee activity and attendance: Board met 5x in 2024; Audit 8x; Compensation 2x; Nominating & Governance 1x. Each director attended at least 75% of applicable meetings.
- Executive sessions: Non-management directors meet regularly in executive session; presided over by Lead Independent Director.
- Lead Independent Director: Peter B. McNitt.
- Audit Committee financial expert designations: Flannery, McNitt, and Yablon designated; Boosalis not designated as “financial expert.”
Fixed Compensation (Director)
| Component | Amount | Vest/Terms | Source |
|---|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly | |
| Annual equity (restricted Class A Shares) | $200,089 (grant date fair value, 2024) | Vests after one year | |
| Total (2024) – Mary H. Boosalis | $300,089 | Cash + time-based RS | |
| Stock ownership guideline | ≥3x annual cash retainer within 5 years; all directors compliant as of 12/31/2024 | Hold 25% of stock grants until met |
Notes:
- No separate meeting fees or disclosed chair premia for Hub Group’s directors in 2024; the standard program is cash retainer plus RS award.
- Hedging and pledging of Hub Group securities by directors is prohibited by policy.
Performance Compensation
- Directors do not receive performance-based incentives (no annual bonus, options, or performance-conditioned equity); annual equity is time-based restricted stock vesting after one year.
Other Directorships & Interlocks
- Public company directorships disclosed for Boosalis: none noted in the Hub Group proxy biography.
- Related-party or interlock concerns: none disclosed for Boosalis; 2024 related-party items involved Yeager family member and a director’s son (not Boosalis).
Expertise & Qualifications
- Former health system CEO with enterprise operating experience; broad civic and academic board service; current strategy consulting (McKinsey).
- Hub Group Board Skills Matrix indicates strengths in Leadership and Corporate Strategy.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Notes/Date |
|---|---|---|---|---|
| Mary H. Boosalis | 50,750 | <1% | — | As of March 17, 2025 (record date) |
Ownership alignment and policies:
- Director stock ownership guideline (≥3x cash retainer) – all directors compliant as of 12/31/2024.
- Hedging and pledging prohibited for directors.
Insider trades (Form 4) – most recent activity:
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-01-07 | 2025-01-03 | A (Award) | 4,528 | $0.00 | 50,750 | https://www.sec.gov/Archives/edgar/data/940942/000095017025002672/0000950170-25-002672-index.htm |
| 2025-01-07 | 2025-01-03 | F (Tax withholding) | 1,592 | $44.17 | 46,222 | https://www.sec.gov/Archives/edgar/data/940942/000095017025002672/0000950170-25-002672-index.htm |
| 2024-01-04 | 2024-01-02 | A (Award) | 2,193 | $0.00 | 23,907 | https://www.sec.gov/Archives/edgar/data/940942/000095017024001890/0000950170-24-001890-index.htm |
| 2023-01-04 | 2023-01-02 | A (Award) | 2,517 | $0.00 | 21,714 | https://www.sec.gov/Archives/edgar/data/940942/000156761923000363/0001567619-23-000363-index.htm |
Notes:
- Form 4 transactions reflect annual director stock awards and related tax-withholding entries; beneficial ownership in the proxy is stated as of the March 17, 2025 record date.
Governance Assessment
Strengths and positive signals:
- Independent director with meaningful committee load, including Chair of Nominating & Governance—central to board composition, evaluations, and governance oversight.
- Consistent attendance (≥75% threshold met) with an active board/committee calendar in 2024 (Board 5; Audit 8; Compensation 2; N&G 1).
- Director pay structure is conventional and equity-heavy (cash $100k; equity ~$200k), with ownership guidelines and anti-hedging/pledging policies improving alignment.
- No related-party transactions involving Boosalis disclosed, reducing conflict risk.
Risks and considerations:
- Hub Group is a “controlled company” (Yeager family controls ~61.7% voting power via Class B), which can concentrate influence over director elections and governance outcomes, though the board voluntarily maintains a substantial majority of independent directors and independent comp/nom-gov committees.
- Not designated as an Audit Committee financial expert (others on the committee are), which may modestly limit her specific financial expert profile within the audit function; mitigated by the presence of multiple designated financial experts on the committee.
Say-on-pay and shareholder engagement context:
- 2024 say-on-pay support exceeded 98%, signaling broad shareholder approval of compensation practices overseen by the independent Compensation Committee (of which Boosalis is a member).
Red flags:
- None specific to Boosalis identified (no attendance shortfalls, no related-party transactions, no hedging/pledging, no disclosure issues).
Sources:
- Hub Group 2025 Proxy Statement (DEF 14A), April 3, 2025: director biographies, committee rosters/functions, independence, attendance, director compensation, ownership, policies.
- SEC Form 4 filings (links above) for Mary H. Boosalis insider transactions (awards and tax withholdings).